Spectra7 Announces US$750,000 Debt Settlement

SAN JOSE, Calif.–(BUSINESS WIRE)–Spectra7 Microsystems Inc. (TSX-V:SEV) (“Spectra7” or the “Company”), a leading provider of high-performance analog semiconductor products for broadband connectivity markets, announced today that it intends to issue an aggregate of 42,000,000 common shares at a deemed issuance price of Cdn.$0.025 per share to settle in full Cdn.$1,050,000 (US$750,000) owing to certain non-arm’s length parties pursuant to outstanding promissory notes (the “Loans”). The Loans had been provided by certain directors of the Company to provide capital to fund the growth of the Company’s data center business. All common shares issued in connection with the shares for debt transaction are issued in reliance on certain prospectus exemptions available under securities legislation and are subject to a four month statutory hold period.

Pursuant to Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”), the shares for debt transaction constitutes a “related party transaction” as related parties of the Company subscribed for common shares. The Company is relying on exemptions from the formal valuation and minority approval requirements of MI 61-101. The shares for debt transaction was approved by all of the independent directors of the Company. The shares for debt transaction remains subject to final acceptance by the TSX Venture Exchange.

ABOUT SPECTRA7 MICROSYSTEMS INC.

Spectra7 Microsystems Inc. is a high performance analog semiconductor company delivering unprecedented bandwidth, speed and resolution to enable disruptive industrial design for leading electronics manufacturers in virtual reality, augmented reality, mixed reality, data centers and other connectivity markets. Spectra7 is based in San Jose, California with design centers in Cork, Ireland and Little Rock, Arkansas. For more information, please visit www.spectra7.com.

Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTIONARY NOTES

Certain statements contained in this press release constitute “forward-looking statements”. All statements other than statements of historical fact contained in this press release, including, without limitation, those relating to the shares for debt transaction, and the Company’s strategy, plans, objectives, goals and targets, and any statements preceded by, followed by or that include the words “believe”, “expect”, “aim”, “intend”, “plan”, “continue”, “will”, “may”, “would”, “anticipate”, “estimate”, “forecast”, “predict”, “project”, “seek”, “should” or similar expressions or the negative thereof, are forward-looking statements. These statements are not historical facts but instead represent only the Company’s expectations, estimates and projections regarding future events. These statements are not guarantees of future performance and involve assumptions, risks and uncertainties that are difficult to predict. Therefore, actual results may differ materially from what is expressed, implied or forecasted in such forward-looking statements. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to the risk factors discussed in the Company’s Annual Information Form for the year ended December 31, 2019. Management provides forward-looking statements because it believes they provide useful information to investors when considering their investment objectives and cautions investors not to place undue reliance on forward-looking information. Consequently, all of the forward-looking statements made in this press release are qualified by these cautionary statements and other cautionary statements or factors contained herein, and there can be no assurance that the actual results or developments will be realized or, even if substantially realized, that they will have the expected consequences to, or effects on, the Company. These forward-looking statements are made as of the date of this press release and the Company assumes no obligation to update or revise them to reflect subsequent information, events or circumstances or otherwise, except as required by law.